The purpose of these provisions is to specify matters related to the comprehensive management and proper disclosure of internal information of SM Entertainment Co., Ltd. (hereinafter, referred to as “Company”) for the prompt and accurate disclosure in compliance with the “Financial Investment Services and Capital Markets Act (hereinafter, referred to as the "Law")” and other related laws and regulations and the prevention of insider trading.

②"Officer in Charge of Disclosure" in this provision refers to a person who is able to perform the reporting task on behalf of the Company in accordance with Article 2 (4) of the Disclosure Regulations.

③"Executives" in this provision refers to the directors (including any person falling under any of the Subparagraphs under Article 401-2 (1) of the “Commercial Act”) and auditors.

④The definition of terms used in these provisions other than those listed in Paragraphs 1 through 3, shall refer to the terms used in related laws and regulations.

Article 3 (Application Scope)

Matters related to disclosure, insider trading, and internal information management shall be subject to these provisions except as provided in relevant laws, regulations, or articles of association.

Chapter 2 Management of Internal Information

Chapter 2 Management of Internal Information

Article 4 (Management of Internal Information)

①Executives and staff members shall strictly manage the internal information of the Company that came to their knowledge professionally and shall not disclose internal information inside or outside the company unless necessary for operation.

②The representative director or the officer in charge of disclosure shall take necessary measures to manage internal information such as establishing specific standards for the custody, transmission, and destruction of the internal information and related documents.

Article 5 (Officer in Charge of Disclosure)

①대표이사는 공시책임자를 정하여 이를 한국거래소에 신고하여야 한다. 공시책임자를 변경한 때에도 또한 같다.

②The officer in charge of disclosure shall manage all operations related with the establishment and operation of the internal information management system and shall perform the following duties.

1.Execution of disclosure

2.Inspection and evaluation of the operation of the internal information management system

3.Review of internal information and disclosure decision

4.Necessary measures for the operation of the internal information management system such as the training of executives and staff members

5.Supervision of department or executives/staff members in charge of internal information management or disclosure

6.Other duties the representative director deems necessary for the operation of the internal information management system

③The officer in charge of disclosure shall have the following authority in carrying out his or her duties.

1.The authority to request submission of documents and records related with internal information and to peruse such documents and records

2.The authority to listen to the necessary opinions from the executives and staff members of the department responsible for accounting or auditing, and other departments responsible for the creation of internal information

④If it is necessary in carrying out his or her duties, the officer in charge of disclosure may consult with the executive who is in charge of carrying related duties and may obtain assistance from experts at the expense of the Company.

⑤The officer in charge of disclosure shall report to the representative director (or the board of directors) periodically about the status of the internal information management system.

Article 6 (Person in Charge of Disclosure)

①대표이사는 공시담당자를 정하여 한국거래소에 신고하여야 한다. 공시담당자를 변경한 때에도 또한 같다.

②The person in charge of disclosure shall perform the following in relation to the management of internal information management under the supervision of the officer in charge of disclosure.

1.Collection and review of internal information and report on the officer in charge of disclosure

2.Operations required for the execution of disclosure

3.Determination of tasks required for the management of internal information such as changes in laws and regulations related with disclosure, and reports about the officer in charge of disclosure

4.Other matters that the representative director or the officer in charge of disclosure deems necessary

Article 7 (Concentration of Internal Information)

①임원 및 각 부서의 장은 다음 각 호의 어느 하나에 해당하는 경우에 공시책임자에게 그에 관한 정보를 제공하여야 한다.

1.내부정보가 발생했거나 발생이 예상되는 경우

2.내부정보 중 이미 공시된 사항을 취소 또는 변경해야 할 사유가 발생했거나 발생이 예상되는 경우

3.In the event that there is a request from the officer in charge of disclosure

①If executives and staff members need to provide inside information to a Company’s trading partner, external auditor, or agent or a person who has signed an advisory contract with the Company such as legal counsel or management consultant for business purposes, they shall report this to the officer in charge of disclosure.

②In case of Paragraph 1, the officer in charge of disclosure shall take necessary actions such as concluding a contract to maintain confidentiality of related internal information.

① In the event that the person in charge of disclosure has matters to disclose as specified in Article 9, he or she shall prepare the necessary materials and documents and report to the officer in charge of disclosure.

② The officer in charge of disclosure shall examine whether the materials and documents in Paragraph 1 do not violate relevant laws and regulations and report them to the representative director before disclosure.

① If there is a request for an interview from the press, etc., the representative director or the officer in charge of disclosure may accept the request.
If necessary, the interview request can be accepted through an officer and a staff member of the relevant department.

①In the event that executives and staff members as set forth in Article 172 (1) of the Act and Article 194 of the Enforcement Decree of the Act gain profits by purchasing specific securities as set forth in Article 172 (1) of the Act (hereinafter, referred to as “Specific Securities, Etc.”) and selling them within six months or by selling specific securities, etc. and purchasing them within six months (hereinafter, referred to as “Gains on Short-term Trade”), the profit shall be returned to the Company.

②In the event that shareholders of the Company (including those who own equity securities or depository receipts other than shares, the same shall apply in this Article hereinafter) demanded the Company to request the person who earned gains on short-term trade pursuant to Paragraph 1 to return the gains on short-term trade, the officer in charge of disclosure shall take necessary actions within two months after the demand was received.

③In the event that the Securities and Futures Commission notifies the Company of the gains on short-term trade as set forth in Paragraph 1, the officer in charge of disclosure shall immediately disclose each of the following on the Company's internet homepage.

1.The status of the person who should return gains on short-term trade

2.Amount of gains on short-term trade

3.Date on which the Securities and Futures Commission notified that the gains on short-term trade occurred

4.Plan to return gains on short-term trade

5.This means that a shareholder of the Company may demand the Company to request the person who earned gains on short-term trade to return the gains and if the Company does not make the request within two months after the demand is made, the shareholder may make the request in place of the Company

④The disclosure period set forth in Paragraph 3 is 2 years from the date the Securities and Futures Commission notifies that the gains on short-term trade have occurred or until the date the gains on short-term trade is returned, whichever comes first.

Article 15 (Notification on Sales of Specific Securities, Etc.)

Executives and staff members as set forth in Article 172 (1) of the Act and Article 194 of the Enforcement Decree of the Act shall notify the officer in charge of disclosure of sales or other transactions of specific securities, etc.

Article 16 (Prohibition on Use of Undisclosed Important Information)

Executives and staff members shall not use undisclosed important information (including undisclosed important information of affiliated companies) as set forth in Article 174 (1) of the Act for sales or other transactions of specific securities or let others use such information.